Securities code: 300909 securities abbreviation: Shenzhen Hui Chuang Da Technology Co.Ltd(300909) Announcement No.: 2021-054 Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Announcement on resolutions of the 22nd Meeting of the second board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as “the company”) the 22nd Meeting of the second board of directors (hereinafter referred to as “the meeting”) ）The meeting was held at the company’s office on December 22, 2021 by on-site voting. The meeting notice has been sent by mail, telephone, personal delivery and other means on December 17, 2021. The meeting was presided over by Mr. Li Ming, chairman of the company. There were 7 directors who should be present and 7 actually present. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions, and the formed resolutions are legal and effective.
2、 Deliberations of the board meeting
(i) The proposal on the company’s issuance of shares and payment of cash to purchase assets and raising supporting funds and related party transactions meeting relevant conditions was deliberated and adopted.
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the continuous supervision of companies listed on the gem (for Trial Implementation), and the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange Measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) According to the provisions of laws, regulations and normative documents, the board of directors of the company considers that the company meets the conditions for the implementation of this transaction after comparing the conditions for issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions of GEM listed companies, and making full and prudent demonstration in combination with the actual situation and relevant matters of the company.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Li Ming and Dong Fangmei avoided voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
（2） The proposal on the specific scheme of the company’s issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions was deliberated and adopted one by one.
2.1 overview of the transaction scheme
This transaction includes two parts: issuing shares and paying cash to purchase assets and issuing shares to specific objects to raise matching funds.
The company intends to purchase Shenzhen Frd Science & Technology Co.Ltd(300602) (hereinafter referred to as ” Shenzhen Frd Science & Technology Co.Ltd(300602) “), Dongguan xinweitongda venture capital partnership (limited partnership) (hereinafter referred to as “xinweitongda”), Suzhou Huaye Zhiyuan No. 1 venture capital partnership (limited partnership) (hereinafter referred to as “Huaye Zhiyuan”) ）3 institutional shareholders and Duan Zhigang The two natural person shareholders, Duan Zhijun, hold 100% of the equity of Dongguan xinweixing Electronics Co., Ltd. (hereinafter referred to as “xinweixing”) and all the related interests. Among them, Duan Zhigang and Duan Zhijun hold 54% and 18% of the equity of Xinxing respectively. The company plans to pay 87% by issuing shares and 13% by cash; Shenzhen Frd Science & Technology Co.Ltd(300602) And xinweitongda respectively hold 15% and 8% equity of xinweixing, and the company plans to pay by issuing shares; Huaye Zhiyuan holds 5% equity of Xinxing, and the company plans to pay in cash.
Meanwhile, the company plans to issue shares to the controlling shareholder Li Ming to raise supporting funds. The issuance of shares and the payment of cash for the purchase of assets are not based on the successful implementation of the raising of supporting funds. The success of the final raising of supporting funds does not affect the implementation of the issuance of shares and the payment of cash for the purchase of assets. However, the implementation of raising supporting funds is premised on the issuance of shares and the payment of cash for the purchase of assets. If the raised matching funds are not approved for implementation or are approved for implementation but insufficient to pay the required monetary funds, the company will make up with its own monetary funds or self raised funds.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Li Ming and Dong Fangmei avoided voting on the proposal.
2.2 scheme for issuing shares and paying cash to purchase assets
2.2. 1 counterparty
The counterparties for issuing shares and paying cash to purchase assets are Shenzhen Frd Science & Technology Co.Ltd(300602) , three institutional shareholders of xinweitongda and Huaye Zhiyuan, and two natural person shareholders of Duan Zhigang and Duan Zhijun.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Li Ming and Dong Fangmei avoided voting on the proposal.
2.2. 2. Underlying assets
The underlying asset of the company for issuing shares and paying cash to purchase assets this time is 100% equity of xinweixing. Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Li Ming and Dong Fangmei avoided voting on the proposal.
2.2. 3. Transaction consideration and payment method of consideration
After preliminary negotiation between the two parties, the price of 100% equity of xinweixing is RMB 400 million, and the final transaction price will be determined by signing a supplementary agreement after negotiation based on the evaluation results issued by the asset evaluation institution hired by Shenzhen Hui Chuang Da Technology Co.Ltd(300909) in accordance with the provisions of the securities law.
The company pays the transfer payment of this transaction to the counterparty by means of a combination of share based payment and cash payment. The specific payment methods are as follows:
Holding letter is the transaction consideration of Xing shares (10000 yuan)
No. payment method of counterparty
Weight proportion (%) (yuan)
1 Duan Zhigang 54.0021600.00 cash payment 13%; Share based payment 87%
2 Duan Zhijun 18.007200.00 cash payment 13%; Share based payment 87%
3. The letter pays 100% for Tongda 8.003200.00 shares
4 Shenzhen Frd Science & Technology Co.Ltd(300602) 15.006000.00 share based payment 100%
5 Huaye Zhiyuan 5.002000.00 cash payment 100%
Total 100.0040000.00-
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Li Ming and Dong Fangmei avoided voting on the proposal.
2.2. 3 type and par value of issued shares
The shares issued this time are RMB A-share ordinary shares listed in China, with a par value of 1.00 yuan per share.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Li Ming and Dong Fangmei avoided voting on the proposal.
2.2. 5. Issuing method and object
This transaction adopts the way of issuing shares to specific objects. The issuing objects are Duan Zhigang, Duan Zhijun, Shenzhen Frd Science & Technology Co.Ltd(300602) and xinweitong. The issuing objects subscribe for the shares issued this time with the underlying assets they hold. Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Li Ming and Dong Fangmei avoided voting on the proposal.
2.2. 6. Pricing base date
The pricing benchmark date for the issuance of shares and the payment of cash for the purchase of assets is the announcement date of the resolution of the board meeting at which the company first deliberates the transaction, that is, the announcement date of the resolution of the 22nd Meeting of the second board of directors of the company.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Li Ming and Dong Fangmei avoided voting on the proposal.
2.2. 7 issue price and pricing basis
According to Article 21 of the measures for continuous supervision of gem, if a listed company issues shares to purchase assets, the price of the issued shares shall not be lower than 80% of the market reference price; The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the first resolution of the board of directors of the listed company to review the issuance of shares and pay cash to purchase assets. The average trading price of the company’s shares on several trading days before the announcement date of the resolution of the board of directors = the total trading volume of the company’s shares on several trading days before the announcement date of the resolution / the total trading volume of the company’s shares on several trading days before the announcement date of the resolution.
According to the above provisions, the average trading price of shares 20 trading days, 60 trading days and 120 trading days before the company’s pricing benchmark date is as follows:
Average transaction price type average transaction price (yuan / share) 80% of the average transaction price (yuan / share)
43.298034 20 trading days before the pricing benchmark date six thousand three hundred and eighty-four
43.347634 60 trading days before the pricing benchmark date six thousand seven hundred and eighty-one
120 trading days before the pricing benchmark date 44.064535 two thousand five hundred and sixteen
After negotiation between the two parties, the issue price of the issued shares to purchase assets is 34.68 yuan / share, which is no less than 80% of the average trading price of the listed company’s shares 60 trading days before the pricing benchmark date. Therefore, the amount and specific method of consideration paid by the company to the counterparty are as follows:
Transaction consideration share consideration cash consideration serial number counterparty
(10000 yuan) amount (10000 yuan) quantity (10000 shares) (10000 yuan)
1 Duan Zhigang 21600.0018792.00541 86852,808.00
2 Duan Zhijun 7200.006264.00180 six million two hundred and twenty-eight thousand nine hundred and thirty-six
3. The letter is Tongda 3200.003200.0092 2722-
4 Shenzhen Frd Science & Technology Co.Ltd(300602) 6,000.006,000.00173. 0103-
5 Huaye Zhiyuan 2000.00 — 2000.00
Total 40000.0034256.00987 77385,744.00
The final issue price or pricing principle of this offering shall be deliberated and approved by the general meeting of shareholders of the listed company. During the period from the pricing benchmark date of this issuance to the completion date of this issuance, if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with laws and regulations and relevant provisions of Shenzhen Stock exchange.
Except for the issue price adjustment caused by the above ex dividend and ex right matters, the issue price adjustment mechanism will not be set up for the time being.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Li Ming and Dong Fangmei avoided voting on the proposal.
2.2. 8 issue quantity
The final transaction price and specific issuance quantity of the underlying assets of this transaction will be determined by both parties through negotiation after the underlying assets are audited and evaluated by accounting firms and evaluation institutions that meet the requirements of securities law and other laws and regulations and securities service business stipulated by the CSRC. The specific issuance quantity will be calculated by the following formula:
Specific issue quantity = transaction amount of issued shares to purchase assets ÷ issue price per share of the issued shares.
If the specific issuance quantity calculated by the above formula is a non integer, if it is less than one share, the counterparty shall voluntarily give up. The final issuance quantity shall be subject to the quantity approved by the CSRC for registration. During the period from the pricing benchmark date to the completion of this offering, Shenzhen Hui Chuang Da Technology Co.Ltd(300909) if there are ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, etc., the number of issues will be adjusted accordingly in accordance with laws and regulations and relevant provisions of Shenzhen stock exchange.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Li Ming and Dong Fangmei avoided voting on the proposal.
2.2. 9. Regular arrangement of locks
Counterparty Duan Zhigang, Duan Zhijun Xin is the company’s shares obtained by Tongda due to this issuance (including those obtained due to the company’s distribution of stock dividends and the conversion of capital reserves during the restricted sales period) the shares shall not be transferred within 12 months from the date of the end of the issuance of the shares. In addition, if it is necessary to implement share compensation according to the audit and impairment test results, and the issuance date of the special audit report and impairment test report in the first three fiscal years of the underlying asset profit commitment period is later than that of the company it holds On the date of expiration of the share lock period, the restricted shares held by Duan Zhigang, Duan Zhijun and xinweitongda shall not be transferred before the date of issuance of the relevant report. After the issuance of the relevant audit report and impairment test report, the shares held by the performance commitment party shall be unlocked three times after deducting the shares requiring share compensation. The details are as follows:
A. During the performance commitment period, if the net profit realized by xinweixing in the first fiscal year meets the agreed committed net profit, or although the committed net profit is not realized, the corresponding performance compensation obligation (if any) has been fulfilled, it can be solved
